The Board has established six principal committees. Each of these committees operates within written terms of reference approved by the Board.
The Board is supported in discharging its duties by its principal committees, each of which has terms of reference setting out their duties which have been delegated to them by the Board.
The current membership of the committees is set out in the table below.
|Role||Audit||Nomination||Remuneration||Technology||Executive Committee||Disclosure Committee|
|Gerard Ryan||Chief Executive Officer||X||X||X|
|Deborah Davis||Non-executive director||X||X||X|
|Richard Holmes||Non-executive director||X|
|John Mangelaars||Non-executive director||X||C|
|Bronwyn Syiek||Non-executive director||X||X|
|James Ormrod||Company Secretary||X|
C - Committee Chair
X - Committee Member
Learn about each of our Board Committees below
Audit and Risk Committee
“The pandemic had a significant impact on the business and consequently the Committee closely monitored management’s response to it throughout the year and the potential impacts on the Group’s Financial Statements."
Richard Holmes, Chair
The Audit and Risk Committee makes recommendations to the Board, to put to shareholders at the annual general meeting (AGM), on the appointment, reappointment and removal of the auditors, and approves remuneration and terms of engagement. The Committee is also responsible for reviewing and monitoring the auditor’s independence, objectivity and the effectiveness of the audits, taking into consideration relevant UK professional and regulatory requirements.
The Committee develops and implements policy relating to the engagement of the external auditors for non-audit related services and reports to the board, recommending any improvements or action needed.
The integrity of the Company's financial statements and any formal announcements relating to financial performance are monitored by the Committee, which also reviews the final and interim announcements before they are released to the London and Warsaw Stock Exchanges.
The internal audit plan is formally agreed once a year and regular reports are reviewed on the internal audit function and findings. The Audit and Risk Committee is also responsible for reviewing, and reporting annually to the Board, the work of the Risk Advisory Group and the effectiveness of the Group's risk management and internal control systems.
The chairman of the Committee is available to answer shareholders' questions on audit matters at the AGM.
Meetings are held during the year, two of which are focused on risk.
The external auditor, the Chief Executive Officer, the Chief Financial Officer and the Group Head of Internal Audit are invited to attend all meetings. Periodically, senior management from across the Group are invited to present on specific aspects of the business.
The Committee meets the external auditor from time-to-time without an executive director or a member of the senior management team being present. It also reviews its own performance and terms of reference annually.
The Chair of the Committee reports to the Board after each meeting and makes recommendations it deems appropriate within its remit.
The Committee is appointed by the Board and consists of at least three members. Membership is reviewed by the Board annually.
The Company Secretary is its secretary.
The Committee is responsible for ensuring compliance with the Financial Conduct Authority’s , Disclosure and Transparency Rules and that appropriate policies and procedures are in place to aid compliance.
The Committee meets as required to consider announcement obligations to the London and Warsaw Stock Exchanges.
This includes approving and reviewing procedures for issuing announcements to the London Stock Exchange; identifying and handling inside information; assessing disclosure obligations; and reviewing the Company's relationship and procedures for dealing with investors and analysts.
The Disclosure Committee meets during the year as required. It reviews its terms of reference annually and makes recommendations of any changes to the Board for approval.
The chairman of the Committee reports to the Board after each meeting and makes recommendations it deems appropriate within its remit.
The day-to-day running of the business is delegated to the Executive Committee other than matters reserved to the Board and its committees. It also sets and communicates the strategy and ensures that the financial plan supports the strategy.
The Executive Committee meets frequently to consider a wide range of matters relating to the running of the business where specific matters require approval by the Committee.
The Company Secretary is its secretary.
"A strong Board with diverse and relevant experience will be critical in the year ahead."
Stuart Sinclair, Chair
The Committee is appointed by the Board from among the directors, and the Chairman of the Company will also be the Chair of the Nomination Committee. The Committee consists of a majority of independent non-executive directors and as well as the Chairman and the Chief Executive Officer. Membership is reviewed by the Board periodically.
The Company Secretary is its secretary. Other individuals and external advisers may be invited to attend any meeting, as and when appropriate.
The Committee is responsible for reviewing the structure, size and composition of the Board and its Committees and making recommendations to the Board regarding any changes. In addition to assisting in the selection and appointment of new directors, the Committee also considers and, if appropriate, recommends the extension of the term of office of non-executive directors. The Committee considers the skills and experience of the Board and assesses future needs against the longer-term succession planning and the Company’s Strategy.
The Nomination Committee meets at least annually. The Committee also considers the independence of the non-executive directors on an annual basis..
The Chair of the Committee reports to the Board after each committee meeting regarding Board and committee composition. He is available at the AGM to respond to any shareholder questions relating to the Committee's activities.
"In these unprecedented times, our focus has been on the proportionality and appropriateness of executive remuneration and its alignment with the experience of our stakeholders."
Deborah Davis, Chair
The Committee is appointed by the Board from among the independent non-executive directors and consists of at least three members. Membership is reviewed by the Board annually.
The Company Secretary is its secretary. Other individuals such as the Chief Executive Officer and external advisors may also be invited to attend.
The Remuneration Committee's main responsibility is to consider and approve all aspects of the remuneration policy for the executive directors, the Chairman and the senior management group. The remuneration and conditions of service must support corporate objectives and shareholder interests, represent good value for money and reflect Company and individual performance. The Committee reviews the annual remuneration report prior to its approval by the Board.
The Chair of the Remuneration Committee does not have a relationship with institutional shareholders but is available to answer queries from specific institutional shareholders at their initiative and is also available to answer shareholders' questions on remuneration matters at the AGM. It is the Chair's role to report to the Board after each meeting and make recommendations that are deemed appropriate within the Committee's remit.
At least once a year, the Committee reviews its performance, constitution and terms of reference to ensure it is effectively and recommends any changes it considers necessary to the Board for approval.
"The response to the impact of Covid-19 demonstrated our ability to pivot and adapt as required while keeping focus on long-term goals."
John Mangelaars, Chair
The Committee is appointed by the Board and consists of independent non-executive directors and must have at least two members. The Company Secretary is its secretary
The Committee’s role is to support the technology programme and executive management by providing appropriate challenge, support, guidance and validation to ensure that the programme delivers quality outcomes at speed and within budget. The Committee briefs the Board on progress and makes recommendations in relation to issues, including risk, that need escalating to the Board for consideration and approval.
Meetings are held at least four times per year.